OPPORTUNITY OFFICEPAR PARTICIPAES S

OPPORTUNITY OFFICEPAR PARTICIPAÇÕES S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 02.800.026/0001-40
Corporate Registry ID (NIRE) 3330026112-5
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
Held on May 25, 2007
1. Date, Time and Place
Held on May 25, 2007, at 8:00 p.m., at the Company’s headquarters, located at
Av. Presidente Wilson, 231, 28º andar (parte), in the City of Rio de Janeiro, State
of Rio de Janeiro.
2. Call
Call was waived pursuant to article 124, paragraph 4 of the Brazilian Corporate
Law.
3. Attendance
Shareholders representing all Company’s capital stock.
4. Presiding Board
Chairwoman: Alícia Maria Gross Figueró Pinheiro
Secretary: Walter Luiz Diniz Braga
5. Agenda
5.1. To resolve on the amendment to article 1 of the Company’s Bylaws;
5.2. To resolve on the amendment to article 2 of the Company’s Bylaws;
5.3. To resolve on the amendment to article 3 of the Company’s Bylaws;
5.4. To review the resignation of the current members of the Board of Directors and
resolve on the election of new members of the Board of Directors;
5.5. To resolve on the holding, by the Company, of a public offering of primary and
secondary distribution of share deposit certificates – Company’s Units
(“Offering”);
5.6. Others matters of the Company’s interest.
6. Resolutions taken by unanimous vote
6.1. The amendment to article 1 of the Company’s Bylaws regarding its corporate
name was approved and, therefore, said article shall have the following wording:
“Article 1 – The Company is called Kroton Educacional S.A. and shall be ruled by
these Bylaws and by the applicable legal provisions.”
6.2.
The amendment to article 2 of the Company’s Bylaws regarding its
headquarters was approved and, therefore, said article shall have the following
wording:
“Article 2 – The Company’s headquarters are located in the City of Belo
Horizonte, State of Minas Gerais, at Av. Raja Gabaglia, 3125, 4º andar, sala
405, Cep 30.350-540, Belo Horizonte, Minas Gerais, and may maintain
branches, agencies or representative offices in Brazil or abroad, by resolution
taken by the Board of Executive Officers, regardless of authorization of the
Extraordinary General Meeting.”
6.3.
The amendment to article 3 of the Company’s Bylaws was approved, regarding
its corporate purpose and, therefore, said article shall have the following
wording:
“Article 3 – The Company’s purpose is the holding of interest, as partner or
shareholder, in companies engaged in the (i) management of children
education activities, elementary school, secondary school, “supletivo” (adult
education), preparation course for “vestibular” (University entrance exam),
higher education, professional courses, graduate school, free courses and/or
other education-related activities; and retail and wholesale trade, distribution,
import, export of textbooks, general books used for didactic purposes,
magazines and other publications intended for children education, elementary
school, secondary school, “supletivo”, preparation course for “vestibular”,
higher education, professional courses, graduate school, free courses and/or
related education activities, as well as license for school products and of
pedagogical nature.”
6.4.
The resignation of the current members of the Board of Directors was accepted
and, as a result, the following members are elected and shall serve until the
end of the term of office: Messrs. Júlio Fernando Cabizuca, Brazilian, engineer,
domiciled and resident in this capital city, at Rua Martim de Carvalho, 66, ap.
1701, Bairro Santo Agostinho, CEP 30.190-090, Identity Card no.
M-1.521.025/SSP-MG, Individual Taxpayers’ ID no. 001.688.316-00, Evando
José Neiva, Brazilian, married, engineer, domiciled and resident in this capital
city, at Rua Pirapetinga, 537, ap. 301, Serra, CEP 30.220.150, Identity Card no.
M-871.184/SSP-MG, Individual Taxpayers’ ID (CPF/MF) 009.808.466-68,
Leonardo Emrich dos Mares Guia, Brazilian, married, business administrator,
domiciled and resident in this capital city, at Rua Vicente Racioppi, 164,
Mangabeiras, CEP 30.210-290, Identity Card no. MG-6.372.085-SSP/MG,
Individual Taxpayers’ ID (CPF/MF) 033.090.906-12 and Walter Luiz Diniz Braga,
Brazilian, married under partial property ruling, teacher, domiciled and resident
at Rua Alvarenga Peixoto, 854, ap. 1401, Bairro de Lourdes, Belo Horizonte,
Minas Gerais, Cep: 30.180-120, Identity Card no. M-566.248/SSPMG, Individual
Taxpayers’ ID (CPF/MF) 353.791.037-15, who shall be invested in office
pursuant to the Company’s Bylaws, and they hereby represent that, for the
purposes of article 35, item II of Law no. 8,934/94 and article 53, item IV of its
regulations, Decree no. 1800/96, they are not subject to any criminal charges
provided by law that may prevent them from performing business activities.
6.5.
The Offering was approved and shall comprise, simultaneously, Offerings of
primary and secondary distribution of share deposit certificates – Units, each of
which shall be comprised of 1 common share and 6 preferred shares in
non-organized over-the-counter market, to be offered (a) in Brazil, to certain
institutional and non-institutional investors, by means of public primary and
secondary distribution registered in the Brazilian Securities and Exchange
Commission, in accordance with the procedures set forth in Rule CVM 400 as of
December 29, 2003, as amended; and (b) abroad, by means of sales efforts in
the United States of America for Qualified Investors (as defined in Rule 144A of
U.S. Securities and Exchange Commission), by means of offering discharged
from the registration requirements established by the Securities Act, and in
other countries, pursuant to Regulation S. The shares related to the primary
offering shall be issued, excluding the preemptive right of its current
shareholders, within the authorized capital limit provided for in its Bylaws:
6.6.
No further subject was discussed.
7.
Closure
Nothing else to be discussed, the meeting was adjourned to draw up these minutes,
which were read, found in compliance, approved and signed by those attending the
meeting. Rio de Janeiro, May 25, 2007. Alicia Maria Gros Figueiró Pinheiro
(Chairwoman), Walter Luiz Diniz Braga (Secretary), Kroton Participações Ltda. by its
attorneys-in-fact Alícia Maria Gross Figueró Pinheiro and Walter Luiz Diniz Braga, Júlio
Fernando Cabizuca, Evando José Neiva, Leonardo Emrich dos Mares Guia and Walter
Luiz Diniz Braga.
This is a free English translation of the original minutes drawn up in Company’s
records.
________________________________
Alicia Maria Gross Figueró Pinheiro
Chairwoman
______________________________
Walter Luiz Diniz Braga
Secretary
SHAREHOLDERS’ ATTENDANCE LIST
Extraordinary General Meeting held on May 25, 2007, at 8:00 p.m.. The publication of
the call notice was waived pursuant to paragraph 4 of article 124 of Law no. 6,404/76
Order
Signature of Shareholder or
Attorney-in-fact
1
Kroton Participações Ltda.
Nationality
Residence/Headquarters
Brazilian
Av. Raja Gabaglia,
3125, 3º andar, sala
305
Number of
Common
Shares
376,000
This is a free English translation of the Minutes drawn up in Company’s records.
________________________________
Alicia Maria Gross Figueró Pinheiro
Chairwoman
______________________________
Walter Luiz Diniz Braga
Secretary
Number of
votes
376,000